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How To Register Limited Company In Kenya

When starting a business in Kenya, one of the key legal obligation to operating your business is to have it registered in Sheria House. There are some requirements that any entrepreneur planning to register their business under the Company Act. If you are an entrepreneur who is looking to register a limited company, you will need to follow the below steps;

Step 1: Company Name Search

Entrepreneur should propose names (preferably three) that must be reserved pending registration. (Tip: In order to have a high success rate and save money at the same time while searching for your business name, make sure your name is not general. For example; try using more than one letter word, like Fenesi Continental Ltd. or Fenesi Solutions Ltd. rather than Fenesi Ltd.)

Your legal name must end with an Ltd designator, such as “Limited Liability Company”, “Ltd”. Also, the name can not be the same as another Limited Company on file in the company registry in which you are filing or registering.

What You Will Need For Company Name Search

Step 2: Memorandum & Article of Association

At this stage of the registration process, the company name search results should be ready before proceeding further. Memorandum & Article of Association can be obtained through our company registration service provider. Dealpoa will be able to assist you through this process and will request some information needed to prepare the Memorandum & Article of Association.

Requirements For Memorandum & Article of Association

  • Purpose of the company that the entrepreneur wants to form. Have to be very specific not general. Describe everything you want to do. (For example; If you want to do fish farming, then you need to describe if you will be buying or selling them, rather than just stating “Agriculture”, that will be too general)
  • Names of fellow entrepreneurs (Directors) who would like to form the company, at least two. Give their occupation and postal address. (Preferably full-names as indicated on their ID or Passport)
  • Registered Office of the Company. Please get the Land Reference Number (Plot No.) of the Building and Street Name, Road, Town
  • Amount of Nominal Share Capital and Division of Shares thereof. % of share holding. (For example if there are two entrepreneurs starting a business, they will need to decide on the ownership structure with share allocation like 60%-40% or 70%-30% or 90%-10%. Minimum share value is Kshs. 100,000

Once you have provided the above information, the directors will now be required to sign the complete Memorandum & Article of Association. (Usually page 9 & 16).

There will be 3 copies of the Memorandum & Article of Association that you will be required to sign. First copy will remain at the company registry, Second copy will be used to open a bank account and you will remain with the Third copy.

You will also be required to fill and sign the following forms before returning back the Memorandum & Article of Association;

  • Form No. 208 – Declaration of Compliance with the requirements of the Companies act on application for registration of a company
  • Form No. 201 – Notice of situation of registered office or of any change therein (Section 108)
  • The Stamp Duty Act (Cap 480) – Statement of Nominal Capital

If you are upgrading from sole proprietor to limited company, you will be required to fill and sign BN/6 (Notice of Cessation of Business)

See Also: How To Register A Sole Proprietor Company In Kenya

Step 3: What’s Next!

Well, now you will need to just wait for the Memorandum & Article of Association to be taken to KRA for Stamp Duty and Company Registry for registration process takes place. This should take approximately 2 weeks. Also note that the cost for this process usually start from Ksh. 20,000 ($235 – using exchange rate of $1 = Ksh. 85)

So now you know the process of registering a limited company in Kenya.

Do you have a business idea and want to start it off, well you can have it registered as limited company today!

Limited Company Order Form

Here Is To Your Success In Registering Your Limited Company!

About Enock Kiprono

Enock Kiprono is the founder of Fenesi.com & Dealpoa.com. He loves to connect with entrepreneurs that are success driven, passionate, action-taking whose goal is to make a difference in the business world!

78 comments

  1. Good tips. Very helpful for anyone wanting to start a company.

  2. martin Mwashigadi

    I want to start an entertainment company here in Nairobi.How much do you think it will cost me in total to have the registration set up?

  3. I intend to register an IT Firm that offers training and other services outside the training section, can you please give me some procedures on how to go about it? idnukayn1@gmail.com

  4. How to i reduce the paid up share capital of a company without obtaining a court order. Remembder its the paid up capital not the nominal share capital….

  5. hello,i would like to register a ltd distribution company,whats the cost of registration and permit and is it a must an etr machine immediately i open the business,then whats the difference btwn etr and point on sales(pos) machine and which one is a must have in a distribution co.kindly respond via my email okelo_k@yahoo.com

  6. Bikundo Douglas Orang'o

    hello i would like to register a building construction company, please advise me on procedures to follow and total costs involved as well as the issue of secretary of the company, Is she a different person from the directors? Also explain in detail the point on nominal share value, and where its reserved.

  7. hello? we want to register a building and construction company, is it a must to have the knowledge in construction?

  8. hi, i want to form a couple of holding companies. Any advice you give will be highly appreciated

  9. Please send me the requirements for registering a company, and also the
    difference between sole proprietorship,Partnership & limited company, the cost
    of registration on both cases and why one would be more appropriate than the
    other;;;;ashleyruguru@gmail.com

  10. Evans Gichana Utubusara

    2o people in a group contributing the same amount of shares monthly wants to open a company limited who among the will be the directors of the company and what criteria will be use to appoint them?

    • Please note that all limited company has a minimum of 2 directors and a maximum of 7 directors based on the Company Act. So the 20 people will need to appoint who will be directors and then the rest will become shareholders.

  11. Evans Gichana Utubusara

    my email address evansutu@gmail.com

  12. we are 21 member registered in welfare self help group we would like to register a limited company,what are the procedure and criteria of nominal share and appointing directors

  13. Hi Enock,

    I already have a business name registered. So if I convert to a company do I still need to do name search again? Will that same name be registered as [“xxxxxxx xxxx ltd Co.”]

  14. Hello i would like to register a building construction company, please
    advise me on procedures to follow and total costs involved as well as
    the issue of secretary of the company, Is she a different person from
    the directors?

  15. Victor Matakaya Shilisia

    I am Victor, i am in the process of registering a general construction ltd, I am done with step 1, name search, Kindly assist me to continue, especially about the requirements in terms of the cost and the articles, my mail is matakayav@gmail.com

  16. interest in starting a company. Would like help in carrying end to end process. Can you assist?

  17. i would like to register company name as soon as possible via online is it possible?

  18. Hi Enock kindly give me the details on how to register a private company. David . My email is mwadavee@gmail.com also i would like to give you a list of three names that i propose to use so you can conduct the name search on my behalf.
    Thanks

  19. Hi!Kindly assist.I want to start a company that comprises of two or three directors that deal with general supplies.What are the requirements and procedures…..Any advice accorded will be highly appreciated

  20. when upgrading a sole proprietor to a limited company, do i need to change the name or am able to retain the name.

  21. Kindly get in touch with me, I need assistance on registering a limited company urgently.

  22. We are currently operating a cousin group comprising of 4 members and we hope to be incorporated as company soon. What are the procedures? What should comprise our objects since its an investment company? Is it a must we pay the corporate tax, hire an auditor, have an AGM and we are still mobilizing our capital and have not landed our initial investment and maybe it might take 3 years or so, going by our monthly contribution?

  23. i wish to register a private company limited by shares. where do I start? please send me the necessary documentation required for registration. my email is sammuithya92@gmail.com

  24. kindly inform of the requirements needed to start a non depositing micro finance bank and the registration process

  25. Hi, I would like to register building construction ltd co. Advise on a must information or documents I should have, who may help in acquisition of memorandum and Articles of Associations, total cost of the whole process,whether directors forming it may be closely related such as spouse or brothers and how nominal shares capital is computed btw or among directors. My email- bobbyewoi@Yahoo.com

  26. send me the requirements to register a general company please , including the total cost

  27. Hey I would like to know the initial cost required to start a company….reply via my mail

  28. hello guyz wan to register and start a civil construction company… need procedure plz

  29. Sir,

    Kindly would you inform us? if you are aware of any firms in Nairobi, that does rigister LTD companies.

    Actually outside the country, a m not in a position physically to do the processing of files,

    Looking to forward to hear from you.

    Sincerely

    Managing Director

    Paul NJUI.
    +33603660676
    Mail: jpautoparts.export@gmail.com

  30. Hi Enock,
    I would like to register a limited liability company kindly advice how much it will cost from name search to the last point whereby I can operate ,how long it will take

    Regards
    kalee

  31. Hi I have an llc company in egypt and GCC country and i would like to open a braunch for the company in kenya, what to do and how much in total will cost/?
    Thank you

  32. My wife wants to start a company to enable her in tendering for government jobs and supplies through the women empowerment programmes and other NGO tenders focusing women empowerment. How do you advice her and the total cost from the starting process to getting final papers to start working?

  33. Hi Mr Enock i would like to register a company i will be humbled if you dont mind guiding me through i am a nairobi resident

  34. Hi,

    I would like to register a private limited liability company, kindly advice on:
    – how much it will cost from name search to the last point whereby I can operate
    – how long it will take
    – what is the minimum no of directors/shareholders
    – Minimum Nominal capital to start

    Thanks.

  35. Francis Mangiteni

    I want to start a company that offers health and safety solutions and services what do I do to register and every thing else

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